General Policy Statement
Board of Directors of Republic Trinidad Corporation (“Corporation”), adopt this
Code of Ethics Policy to guide the directors, officers, and employees of the
Corporation and its subsidiaries regarding the ethical standards that we expect
these individuals to follow in their personal and business conduct. It is our
intent to conduct our business according to the highest ethical standards to
merit the complete confidence and trust of our customers, stockholders and the
general public. The Corporation's directors, officers, and employees must assume
responsibility for their personal and business conduct so that it does not harm
the Corporation's reputation as a responsible financial services organization.
Any deviation from or violation of the Code of Ethics shall be immediately
disclosed to the Chairman of the Audit Committee, who shall report same to
the Board of Directors.
Statement of Purpose
This code of ethics and the standards
within are adopted to promote:
Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships.
Full, fair, accurate, timely, and understandable disclosure in the
periodic reports required to be filed by the company.
Compliance with applicable governmental rules and
Independence of the Audit Committee
A majority of the company and its
subsidiary’s audit committee shall be independent directors. Members will be
barred from accepting any consulting, advisory or compensatory fee from the
or any subsidiary, other than in the member’s capacity
as a member of the board or any board committee.
Compliance with Laws and Regulations
We expect the directors, officers, and
employees (collectively referred to as “Insiders”) of the Corporation and its
subsidiaries to fully comply with the requirements of applicable laws and
regulations. We expect the Corporation's insiders to use good judgment and high
ethical standards in their personal and business
conduct. In addition, we expect those individuals to never willfully
illegal, dishonest, or unethical conduct.
is responsible for being familiar with the Code of Ethics. Executive officers
shall be responsible for appropriately advising the Corporation's employees
about the requirements of the Code of Ethics and monitoring subordinate staff
Executive officers are responsible for
implementing the Code of Ethics and taking appropriate corrective action where
necessary. Any officer or employee violating provisions of the Code of Ethics
may be dismissed from employment. Any director violating the provisions of this
Code of Ethics may be subject to removal by the other directors and/or the
Conflicts of Interest
of interest is defined as an insider's involvement in outside businesses, which
might either conflict with the insider's duty to the Corporation or adversely
affect the individual's judgment in the performance of his or her
responsibilities. Our policy prohibits corporate insiders from engaging in
relationships and/or personal
conduct that will conflict with the interests of the
Corporation. In addition, we believe it is important to avoid even the
appearance of a conflict of interest since this may damage the Corporation's
Acceptance of Gifts
their immediate family shall not solicit, accept, or retain a personal benefit
- Any Bank customer,
- Any individual or organization doing or seeking
to do business with the Bank, or holding company
benefit shall include any type of gift, gratuity, favor, service, loan, legacy
(except from a relative), fee, compensation, or anything of significant
exceptions to this general rule may be acceptable if there is not, and there
to be, a reasonable likelihood of improper influence
on the insider's performance of his or her duties for the Corporation. The
personal benefit may not exceed the value of the following:
- Normal business courtesies, such as a meal or
entertainment, involving no more than ordinary amenities;
- Non-cash gifts of nominal value such as those
received at holiday time or special occasions that represent expressions of
- Gifts based upon kinship, marriage, or social
relationships entirely beyond and apart
from any business
- Unsolicited advertising and promotional
material of nominal value; and
- Awards given by charitable, educational, civic,
or religious organizations for meritorious contributions or service.
receiving a personal benefit, other than for the exceptions listed above, must
report the benefit to our holding company's Chief Executive Officer ("CEO") or
other appropriate official as provided in the "Reporting Requirements" section
of this Policy.
that federal law makes it a crime for any insider of a federally insured bank or
bank holding company to ask, solicit, accept, receive, or agree to receive
anything of value from anyone as part of any business transaction with the Bank.
The Bank Bribery Act requires that the insider have a corrupt intent for this to
be considered a crime. We also acknowledge that the penalty for violating this
law is a fine, or imprisonment, or both. Any improper payment should be
immediately reported to the holding company's CEO or other appropriate official.
The Bank is
prohibited from making a contribution or expenditure in any federal or state
election. We prohibit any insider from making any direct or indirect
contribution of Bank funds or other Bank property for the election of any
candidate for any political office. This prohibition includes the use of our
Bank's corporate facilities and equipment for any political activity.
The Bank may
make a loan to a candidate for political office or a political action committee
if the loan is made in the ordinary course of business and complies with the
Bank's Loan Policy.
may participate in political activities as an individual, but not as a
representative of the Bank. To avoid any misunderstanding, the insider may not
use the Bank's name or address in any political advertisement or campaign
literature. Insiders may make personal contributions to candidates or political
action committees as they so desire.
Civic and Charitable Activities
participate in non-profit social, civic, or philanthropic activities. Each
insider should notify the holding company's CEO or other appropriate official if
the insider must obtain prior approval to represent the Bank as part of these
discourage Bank Officers from holding outside employment. A written
request to the Bank's CEO for prior approval is required in those cases where
the officer believes it is justified. The CEO may not approve any outside
employment or activity that might:
- Subject the Bank to criticism,
- Encroach upon regular working hours,
with regular duties, or
- Necessitate such long hours that it affects the
Any other financial institution, except
the holding company, may not employ the bank officers or employees. The CEO may
not have any outside employment, except that he or she may also work for the
should conduct their financial affairs in a manner that is above criticism.
Insiders and their immediate families should borrow only from reputable
organizations that regularly lend money. In addition, the insider's borrowings
must be based on the prevailing interest rate and not involve any type of
preferential treatment. Bank executive officers who borrow from another bank or
financial institution must report their indebtedness to the Bank within ten (10)
days. For this purpose, Bank executive officers are only those policy-making
officers specifically appointed by the
Board. Bank officers and employees are not
permitted to borrow money from their co-workers and should discuss any financial
emergency with the CEO. Insiders may borrow money from relatives without
officers and employees should not sign on customer's accounts, act as deputy or
co-renter of customer's safe deposit boxes, or otherwise represent customers,
except when the customer is related to the employee by blood or marriage.
Personal Investment Activity
not engage in any investment transactions which create, or give the appearance
of creating, a conflict of interest between the insider and the Bank or between
the Bank and any customer. We do not believe it is possible to specifically list
all of the possible conflicts of interest. However, we require that the
following specific situations be avoided:
- Buying securities of a customer, supplier,
borrower, or competitor since it may be construed as affecting the insider's
judgment that is exercised on the Bank's behalf;
- Permitting a customer to arrange investments
for the account of the insider or his or her immediate family;
- Investing in customer-sponsored businesses
under circumstances that might create a conflict of interest or the appearance
of a conflict; and making investments that parallel or anticipate investment
action by the Bank.
Insider who has a margin account with a broker or dealer in securities or
commodities must report that information to the Bank's CEO or other appropriate
Purchases of Bank Assets
Bank insiders, whether acting
individually or in a fiduciary capacity, are not permitted to sell or purchase
assets to or from the Bank or any estate being administered by the Bank without
obtaining prior approval of the Bank's CEO or other appropriate official. The
bank insider is not
required to obtain prior approval
for any assets that the Bank is selling at a public sale or auction. However,
Bank Insiders are prohibited from purchasing repossessed or foreclosed property
from the bank.
lending officers must use prudent lending guidelines as detailed in the Bank's
Loan Policy in making loans to Bank customers. The lending officer must justify
any interest rate concessions based on the borrower's creditworthiness and
overall business relationship with the Bank.
officers may not make credit recommendations for:
- Members of their families,
- Any individual or organization to which the
officer or employee or his or her immediate family is indebted, or
- Any organization, which the insider or his or
her immediate family is associated or hold a material financial interest.
insiders may not grant any loan or gratuity to any federal or state bank
examiner or employee working for the Bank's auditing firm.
Loans to Directors and Executive
All Loans to Insiders must comply with Regulation O and the Loans
to Insiders Policy.
officers and employees must exercise care in discussing transactions with
customers since the Bank may not practice law or give legal or tax advice.
Consequently, Bank officers and employees must not say anything that may be
interpreted as legal or tax advice.
officers and employees must recommend several qualified sources if a customer
asks about professional services, including attorneys, accountants, insurance
agent, etc. We prohibit Bank officers and employees from specifically
recommending anyone or any firm when a customer asks for advice regarding
professional services. Rather, we believe the better practice is to provide the
customer with a list of qualified sources from which to choose.
Borrowing from Customers
not borrow from or extend credit to any customer or supplier of the Bank unless
the customer or supplier is a recognized lending institution. Insiders should
not cosign, endorse, or otherwise assume liability for the borrowings of any
customer or prospective customer, except when
the customer is related by blood or marriage.
Serving as an Individual Fiduciary
officers and employees must request prior approval from the Bank's CEO or other
appropriate official before accepting appointment as a fiduciary or a
co-fiduciary for a customer's account. The only exception to this rule is that a
Bank officer or employee may serve as a fiduciary for a member of his or her
immediate family without obtaining prior approval of the CEO or other
appropriate official. A Bank officer or employee may not receive a fee
for acting as a co-fiduciary with the Bank unless specific prior approval is
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We believe that it is essential to
safeguard the confidential nature of customer financial information to our
Bank’s reputation and the trust of the general public.
National Bank in Trinidad will be in compliance with GLBA (Graham-Leach-Bliley
Act). Our policy is that customer confidential information acquired by any
insider as a result of his or her activities on the Bank's behalf must be held
in the strictest confidence. The insider may only use this information for
Bank-related purposes and not for personal gain. An insider may only release
information regarding a customer to private persons, organizations, or
governmental bodies with the customer's written consent or appropriate legal
process, such as a subpoena or court order. Insiders may not discuss
confidential customer information with anyone outside the Bank. In addition,
insiders may only discuss confidential customer information with insiders that
have a legitimate business need to know. The Bank's CEO or other appropriate
official is responsible for reviewing any request for such information,
including subpoenas and court orders.
Information Regarding the Holding
Insiders may not release financial or
other information regarding the Bank or Corporation to any outside person or
organization unless it has been made available to the public through authorized
news releases or regulatory reports. Insiders must refer all news media
inquiries to the holding company's CEO or other appropriate
Dealings with Competitors
must observe fair and ethical conduct in dealing with our competitors. We
believe that it is inappropriate and unethical for our insiders to make
disparaging remarks concerning our competitors. Our strategy is to emphasize the
quality and competence of our directors, officers and employees in soliciting
new customers. In addition, insiders are prohibited from working with
competitors to set or control interest rates, prices, or marketing policies.
We do not
require that a customer purchase other services from our Bank or prohibit the
customer from dealing with our competitors as a condition to obtaining a loan or
other banking services from our Bank.
Dealings with Auditors
Directors, officers and employees are
required to fully cooperate with the internal auditing staff or any external
auditing firms. We expect our directors, officers and employees to honestly and
openly answer all questions asked by the auditors. Directors, officers and
employees are prohibited from destroying any documents that may be necessary for
any investigation by a federal or state governmental agency, or the auditors. In
addition, directors, officers and employees may not destroy any document that is
required to be kept under the Bank's Record Retention Schedule.
Influence on External Auditors
No officer or director, or any other
person acting under their direction, shall take any action to fraudulently
influence, coerce, manipulate or mislead any independent public or certified
accountant performing an audit of the company’s financial statements, for the
purpose of rendering such financial statements materially misleading. Any
individual violating this policy shall be terminated from employment with the
company or removed from the Board and may also be subject to fines and/or
punishment under federal law.
Falsification of Books and Records
is to create records and accounts that accurately reflect the institution's
financial condition. Any officer or employee falsifying any books, records, or
documents of the institution shall be dismissed from employment and prosecution
employees must obtain prior approval from the holding company's CEO before
accepting any offer to be a director of an outside corporation. These
restrictions, however, do not apply to corporations that are closely held by the
officer's or employee's family or involve a non-profit social, civic, religious,
or philanthropic institution.
Business Opportunity Rightfully
Belonging to the Holding Company
must not take an opportunity, which rightfully belongs to the Corporation or its
subsidiaries. The opportunity rightfully belongs to the Corporation or its
subsidiaries in any case where the Corporation or its subsidiaries have been
seeking a particular business opportunity. Insiders may not divert these
rightful business opportunities to themselves or to others.
Prior Approval of Speeches and
The CEO or
other appropriate official must approve in advance any public statements,
speeches, or interviews made on behalf of the Corporation or its subsidiaries.
Insiders must use good judgment in deciding which corporate official to ask for
prior approval or give required reports.